Filed by Automated Filing Services Inc. (604) 609-0244 - Infitech Ventures Inc. - Exhibit 10.2





 TECHNOLOGY TRANSFER AGREEMENT


THIS AGREEMENT made effective as of the 6th day of May, 2004 


BETWEEN: 


  
    
      
         WILLIAM ERNEST NELSON, of Suite 3, 27 Gore
          Street West, Perth, Ontario

         (hereafter called the “Inventor”) 

      

    

  



 OF THE FIRST PART 

AND: 


  
    
      
         INFITECH VENTURES INC., a Nevada corporation, having
          an office at 20 Lyall Avenue, Toronto, Ontario

         (hereafter called “Infitech”) 

      

    

  



 OF THE SECOND PART 


WHEREAS: 

	 I.      	 The Inventor is the owner of an invention that has
        applied for a Canadian patent, which invention is held in the name of
        the Inventor; and 

	 
	 II.      	 The parties have agreed to enter into this Agreement
        to reflect the sale by the Inventor and the purchase by Infitech of all
        property, including all patents, know- how and intellectual property,
        relating to the invention; 



 NOW THEREFORE, in consideration of the mutual covenants
  contained in this Agreement and other valuable consideration, the receipt and
  sufficiency of which is hereby acknowledged, the parties agree as follows: 


DEFINITIONS 

	 1.      	 In this Agreement: 
	 
	 	 (a)      	 “1933 Act” means the United States Securities
        Act of 1933, as amended; 

	 
	 	 (b)      	 “Effective Date” means the date first
        set out in this Agreement; 

	 
	 	 (c)      	 “Formulation” means the synthetic wax
        mixture of paraffin wax and resins used to clean oil spills in still bodies
        of water and shorelines as is described in the Patent and incorporating
        the Patent, the Know-how and/or the Intellectual Property; 








 

	 	 (d)      	 “Improvement” means any modification
        or variant of the Invention, whether patentable or not, which, if manufactured,
        used, or sold, would fall within the scope of the Patent; 

	 
	 	 (e)      	 “Intellectual Property” means all copyrights,
        patent rights, trade secret rights, trade names, trademark rights, process
        information, technical information, contract rights and obligations, designs,
        drawings, inventions and all other intellectual and industrial property
        rights of any sort related to or associated with the Invention and the
        Formulation, including, but not limited to, the Patent; 

	 
	 	 (f)      	 “Invention” means the inventions described
        in the Patent and embodied in the Formulation; 

	 
	 	 (g)      	 “Know-how” means all know-how, knowledge,
        expertise, inventions, works of authorship, prototypes, technology, information,
        know-how, materials and tools relating thereto or to the design, development,
        manufacture, use and commercial application of the Invention and the Formulation;
      

	 
	 	 (h)      	 “Ontario Securities Act” means the Ontario
        Securities Act, as amended; 

	 
	 	 (i)      	 “Patent” means the patents and patent
        applications described in Schedule A to this Agreement and any other patent
        that may be issued in connection with the Invention, the Formulation or
        any Improvement; and 

	 
	 	 (j)      	 “Technology“ means, collectively, the
        Formulation, the Invention, the Patent, the Know-How and the Intellectual
        Property. 




TRANSFER BY INVENTOR 

	 2.      	 Subject to the terms and conditions of this Agreement,
        including delivery of the consideration as provided in this Agreement,
        the Inventor hereby sells, assigns and transfers to Infitech all of the
        Inventor’s right, title and interest in and to the Technology free
        and clear of all liens, charges, encumbrances and security interests.
      

	 
	 3.      	 The Inventor shall assist Infitech in every legal
        way to evidence, record and perfect the assignment evidenced by this Agreement
        and to apply for and obtain recordation of, and from time to time enforce,
        maintain and defend, the assigned rights embodied in the Technology. To
        the extent that any of the Intellectual Property is a provisional patent,
        the Inventor shall cooperate with Infitech and the Canadian Intellectual
        Property Office to attempt to obtain a final grant of those provisional
        patents and, to the extent any such provisional patents are actually issued
        in the Inventor's name, the Inventor shall promptly assign and transfer
        such patents, at no cost (except for any filing and recordation fees which
        shall be 



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	 	 borne by Infitech), to Infitech. If Infitech is
        unable, for any reason whatsoever, to secure the Inventor’s signature
        to any document it is entitled to under this Agreement, the Inventor hereby
        irrevocably designates and appoints Infitech and its duly authorized officers
        and agents as the Inventor’s agent and attorney-in- fact with full
        power of substitution to act for and on the Inventor’s behalf and
        instead of the Inventor, to execute and file any such document or documents
        and to do all other lawfully permitted acts to further the purposes of
        the foregoing with the same legal force and effect as if executed by the
        Inventor. 

	 
	 4.      	 If, after the Effective Date, the Inventor develops
        or discovers, or is a co- developer or co-discoverer of any Improvement,
        then the Inventor shall promptly sell, assign and transfer the Improvement
        to Infitech without the payment of any additional amounts or consideration.
      

	 
	 5.      	 The Inventor shall communicate to Infitech all Know-how
        and Intellectual Property in the possession of the Inventor which may
        reasonably be relevant to the design, manufacture, marketing and use of
        the Formulation and the Invention. The Inventor shall continue to communicate
        to Infitech all such further Know-how and Intellectual Property as may
        later come into the Inventor’s possession. 

	 
	 6.      	 All Know-how and technical information in the possession
        of the Inventor which may reasonably be relevant to the design, manufacture,
        marketing, and use of the Formulation and the Invention shall be deemed
        to be confidential information. The Inventor shall not disclose or authorize
        the disclosure of such information to any third party, except as expressly
        permitted by Infitech in writing. The Inventor shall take reasonable precautions
        to prevent the unauthorised disclosure to third parties of all such confidential
        information. 




CONSIDERATION 

	 7.      	 In consideration for the sale, assignment and transfer of the
      Technology by the Inventor to Infitech, Infitech shall: 
	 
	 	 (a)      	 pay to the Inventor the sum of USD $10,000 upon
        execution of this Agreement by the parties; 

	 
	 	 (b)      	 issue to the Inventor a total of 150,000 shares
        of the common stock of Infitech (the “Shares”) upon execution
        of this Agreement by the parties; and 

	 
	 	 (c)      	 pay to the Inventor a royalty fee in the amount
        of $0.10 CDN per pound of the Formulation produced by or on behalf
        of Infitech or any subsidiary, affiliate, agent or subcontractor of Infitech.
      



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CONSULTING SERVICES 

	 8.      	 The Inventor and Infitech further agree that the
        Inventor shall provide Infitech with technical consulting services with
        respect to the manufacture, use and improvement of the Technology, such
        services to be made available to Infitech for a minimum of 10 business
        days per month. 

	 
	 9.      	 In consideration for, and solely for, the provision
        of these technical consulting services by the Inventor, Infitech shall
        pay to the Inventor the sum of CDN $1,000 per month, payable on the
        first business day of each month, for a period of 12 months, commencing
        on the first such day after the Effective Date. 




RESTRICTION ON TRANSFER OF SHARES 

	 10.      	 The Inventor acknowledges and agrees that the Shares
        shall be issued pursuant to Regulation S of the 1933 Act and paragraphs
        35(1)2 and 72(1)(b) of the Ontario Securities Act and that the Inventor
        shall not resell, transfer or hypothecate the Shares without the prior
        registration of the Shares under the 1933 Act and the Ontario Securities
        Act and the prior filing of a prospectus under the Ontario Securities
        Act or an opinion of counsel satisfactory to Infitech that such registration
        and prospectus are not necessary. 

	 
	 11.      	 The Inventor shall not engage in any hedging transactions
        with regard to the Shares unless such hedging transactions are made in
        compliance with the 1933 Act. 

	 
	 12.      	 Infitech shall refuse to register any transfer of
        the Shares which is not made in accordance with applicable securities
        legislation. 

	 
	 13.      	 All certificates representing the Shares shall be
        endorsed with the following legends: 




  
    
       “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
        AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
        REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE,
        TRANSFERRED, PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED IN THE UNITED
        STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S OF THE ACT) UNLESS
        SUCH SALE, PLEDGE, RESALE OR TRANSFER IS MADE IN ACCORDANCE WITH REGULATION
        S OF THE ACT, THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE
        ACT OR ARE EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.” 

    

  



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       “NOTWITHSTANDING THE FOREGOING, UNLESS PERMITTED
        UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE
        THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER
        OF (i) May 6, 2004 AND (ii) THE DATE THE ISSUER BECAME
        A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.” 

    

  



	 14.      	 The Shares shall be issued to the Inventor based on the representations
      and warranties of the Inventor that: 
	 
	 	 (a)      	 The Inventor is acquiring the Shares for his own
        account for investment, with no present intention of dividing any interest
        with others or of reselling or otherwise disposing of all or any portion
        of the same; 

	 
	 	 (b)      	 The Inventor does not intend any sale of the Shares
        either currently or after the passage of a fixed or determinable period
        of time or upon the occurrence or non-occurrence of any predetermined
        event or circumstance; 

	 
	 	 (c)      	 The Inventor has no present or contemplated agreement,
        undertaking, arrangement, obligation, indebtedness or commitment providing
        for or which is likely to compel a disposition of the Shares; 

	 
	 	 (d)      	 The Inventor is not aware of any circumstances presently
        in existence which are likely in the future to prompt a disposition of
        the Shares; 

	 
	 	 (e)      	 The Shares were offered to the Inventor in direct
        communication between the Inventor and Infitech and not through any advertisement
        or directed sales effort of any kind; 

	 
	 	 (f)      	 The Inventor has the financial means to bear the
        economic risk of an investment in the Shares; and 

	 
	 	 (g)      	 The Inventor is not a resident of the United States
        and is otherwise not a “U.S. Person” as that term is defined
        in Regulation S of the 1933 Act and the Inventor is not acquiring the
        Shares for the account or benefit of any such U.S. Person. 




PATENT 

	 15.      	 The Inventor shall execute assignments of the Patent,
        including any patent application, in a form registerable with the applicable
        Patent authorities, at closing and without the payment of any further
        amount to the Inventor. Infitech shall undertake all steps and incur all
        expenses to maintain the Patent in good 



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	 	standing with the Canadian Intellectual Property
        Office. The Inventor shall assist Infitech in pursuing the granting of
        foreign patents. 




RECORDKEEPING 

	 16.      	 Infitech shall keep and maintain adequate records
        in relation to the calculation of royalties due to the Inventor under
        this Agreement. These records shall be prepared, stated and maintained
        by Infitech in accordance with United States generally accepted accounting
        principles and such records shall, upon reasonable notice being provided
        by the Inventor, be made available to the Inventor for the purpose of
        verifying the accuracy of the royalty payments made to the Inventor. 




WARRANTIES AND REPRESENTATIONS 

	 17.      	 The Inventor warrants and represents to Infitech that: 
	 
	 	 (a)      	 The Inventor is the sole owner of the Invention,
        the Formulation, the Patent, the Know-how and the Intellectual Property
        free and clear of all liens, charges, encumbrances and security interests
        except for those listed in Schedule A to this Agreement; 

	 
	 	 (b)      	 The Inventor has the power to sell, assign and transfer
        all of his right, title and interest in and to the Invention, the Formulation,
        the Patent, the Know-how and the Intellectual Property to Infitech; 

	 
	 	 (c)      	 The Inventor has not made, granted or entered into
        any assignment, encumbrance, license or other agreement affecting the
        Invention, the Formulation, the Patent, the Know-how and the Intellectual
        Property; 

	 
	 	 (d)      	 The Inventor is not aware of any violation, infringement
        or misappropriation of any third party's rights (or any claim thereof)
        by the ownership, development, manufacture, sale or use of the Invention,
        the Formulation, the Patent, the Know-how and the Intellectual Property;
      

	 
	 	 (e)      	 The use of the Formulation by the Inventor has never
        given rise to any complaint alleging infringement of any patent, trademarks
        or other intellectual property rights of any other person; 

	 
	 	 (f)      	 The Inventor was not acting within the scope of
        employment of any third party when conceiving, creating or otherwise performing
        any activity with respect to the Invention, the Formulation, the Patent,
        the Know-how and the Intellectual Property; 

	 
	 	 (g)      	 The Inventor is not aware of any questions or challenges
        with respect to the patentability or validity of any claims of any existing
        patents or patent 



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	 	 	 pendings relating to the Invention, the Formulation,
        the Patent, the Know- how and the Intellectual Property; and 

	 
	 	 (h)      	 The Patent, including any patent applications, have
        been filed with the appropriate patent authorities in accordance with
        all required laws and regulations and are in good standing. 




ENTIRE AGREEMENT 

	 18.      	 This Agreement constitutes the entire agreement
        between the parties, relating to the subject matter hereof and supersedes
        every previous agreement, communication, expectation, negotiation, representation
        or understanding, whether oral or written, express or implied, statutory
        or otherwise. 




HEADINGS 

	 19.      	 The headings are inserted solely for convenience
        of reference and shall not be deemed to restrict or modify the meaning
        of the Articles to which they pertain. 




MODIFICATION AND WAIVER 

	 20.      	 No cancellation, modification, amendment, deletion,
        addition or other change in this Agreement or any provision hereof, or
        waiver of any right or remedy hereby provided, shall be effective for
        any purpose unless specifically set forth in writing, signed by the party
        to be bound thereby. No waiver of any right or remedy in respect of any
        occurrence or event on one occasion shall be deemed a waiver of such right
        or remedy in respect of such occurrence or event on any other occasion.
      




FURTHER ASSURANCES 

	 21.      	 The parties shall execute such further documents
        and do such further things as may be necessary to give full effect to
        the provisions of this Agreement and the intent embodied herein. 




GENDER 

	 22.      	 Words importing the masculine gender include the
        feminine or neuter, words in the singular include the plural, words importing
        a corporate entity include individuals and vice versa. 




EQUAL PARTICIPATION IN DRAFTING 

	 23.      	 The parties have equally participated in the drafting
        of the within Agreement, each having had the opportunity to be independently
        represented by counsel. The Inventor acknowledges that O’Neill Law
        Group PLLC have acted solely for 



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	 	Infitech in connection with the preparation, negotiation
        and execution of this Agreement and the Inventor has been advised to obtain
        the advice of independent legal counsel in entering into this Agreement.
      




CLOSING 

	 24.      	 Closing shall take place at the offices of Infitech
        forthwith on execution of this Agreement. At the closing, Infitech shall
        deliver to the Inventor certificates evidencing the Shares and a certified
        check payable to the Inventor in the amount of USD $10,000 and the
        Inventor shall deliver the assignments of the Patent referred to in Paragraph
        15 of this Agreement. 



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TIME OF THE ESSENCE 

	 25.      	 Time shall be of the essence of this Agreement and all provisions hereof.
    


 IN WITNESS WHEREOF, the parties hereto have caused
  these presents to be executed under their corporate seals and the hands of their
  proper officers duly authorized in that behalf. 

	 SIGNED, SEALED AND DELIVERED  	 )  	  
	 BY WILLIAM ERNEST NELSON  	 )  	  
	 in the presence of:  	 )  	  
	  	 )  	  
	  	 )  	  
	 /s/
      Signed  	 )  	  
	 Signature of Witness  	 )  	  
	  	 )  	 /s/ William
      E. Nelson  
	 Supervisor
      – Prov. Offences Court  	 )  	 WILLIAM ERNEST NELSON  
	 Name of Witness  	 )  	  
	  	 )  	  
	 80
      Gore St. E.,  	 )  	  
	 Address of Witness  	 )  	  
	  	 )  	  
	 Perth,
      Ont. K7H 1R9  	 )  	  
	  	 )  	  
	 a Commissioner, etc., County of Lanark, 
    	  	  
	 for the Corporation of the Town of Perth 
    	  	  
	 Expires February 5, 2005  	  	  
	  	 	 
	 INFITECH VENTURES INC.  	  	  
	 By its authorized signatory:  	  	  
	  	 	 
	  	 	 
	 /s/ Paul G. Daly  	  	  
	 Name    Paul G. Daly  	  	  
	 Title      President 
    	  	  


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 SCHEDULE A

 PERMITTED ENCUMBRANCES

 None. 


PATENTS AND PATENT APPLICATIONS 

	 1.      	 Canadian Patent Application No. CA2314066 


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